AGREEMENT AND PLAN OF MERGER by and among THE GEO GROUP, INC., GEO ACQUISITION IV, INC. and BII HOLDING CORPORATION December 21, 2010Merger Agreement • December 28th, 2010 • Geo Group Inc • Services-facilities support management services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 21, 2010, is entered into by and among BII Holding Corporation, a Delaware corporation (the “Company”), The GEO Group, Inc., a Florida corporation (“Parent”), GEO Acquisition IV, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), BII Investors IF LP, in its capacity as the stockholders’ representative hereunder (the “Stockholders’ Representative”), and AEA Investors 2006 Fund L.P. (“AEA”).
VOTING AGREEMENTVoting Agreement • December 28th, 2010 • Geo Group Inc • Services-facilities support management services • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of December 21, 2010, by and among The GEO Group, Inc., a Florida corporation (“Parent”), GEO Acquisition IV, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually, a “Stockholder,” and collectively, the “Stockholders”).
